FIRST MIDWEST BANCORP, INC.



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________


FORM 10-Q

(Mark One)

[X]

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2008


or

[ ]

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _________ to __________.


Commission File Number 0-10967

_______________

FIRST MIDWEST BANCORP, INC.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)


36-3161078
(IRS Employer Identification No.)

One Pierce Place, Suite 1500
Itasca, Illinois 60143-9768
(Address of principal executive offices) (zip code)

_______________


Registrant's telephone number, including area code: (630) 875-7450


______________


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ].

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ].

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X].

As of August 8, 2008, there were 48,583,113 shares of $.01 par value common stock outstanding.

1


FIRST MIDWEST BANCORP, INC.

FORM 10-Q

TABLE OF CONTENTS



Page

Part I.

FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

     

Consolidated Statements of Financial Condition

*4

Consolidated Statements of Income

*5

Consolidated Statements of Changes in Stockholders' Equity

*6

Consolidated Statements of Cash Flows

*7

Notes to Consolidated Financial Statements

*8

     

Item 2.

Management's Discussion and Analysis of Financial Condition
and Results of Operations

*17

     

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

*34

     

Item 4.

Controls and Procedures

*36

     

Part II.

OTHER INFORMATION

Item 1.

Legal Proceedings

*36

Item 1A.

Risk Factors

*36

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

*36

Item 3.

Defaults Upon Senior Securities

*36

Item 4.

Submission of Matters to a Vote of Security Holders

*37

Item 5.

Other Information

*37

Item 6.

Exhibits

*38

 

2


First Midwest Bancorp, Inc. is a bank holding company headquartered in the Chicago suburb of Itasca, Illinois with operations throughout the greater Chicago metropolitan area as well as central and western Illinois. Our principal subsidiary is First Midwest Bank, which provides a broad range of commercial and retail banking services to consumer, commercial and industrial, and public or governmental customers. We are committed to meeting the financial needs of the people and businesses in the communities where we live and work by providing customized banking solutions, quality products, and innovative services that truly fulfill those financial needs.

AVAILABLE INFORMATION

We file annual, quarterly, and current reports, proxy statements, and other information with the Securities and Exchange Commission ("SEC"), and we make this information available free of charge on or through the investor relations section of our web site at www.firstmidwest.com/aboutinvestor_overview.asp. The following documents are also posted on our web site or are available in print upon the request of any stockholder to our Corporate Secretary:

* Certificate of Incorporation

* Company By-laws

* Charters for our Audit, Compensation, and Nominating and Corporate Governance Committees

* Related Person Transaction Policies and Procedures

* Corporate Governance Guidelines

* Code of Ethics and Standards of Conduct (the "Code"), which governs our directors, officers, and employees

* Code of Ethics for Senior Financial Officers.

Within the time period required by the SEC and the Nasdaq Stock Market, we will post on our web site any amendment to the Code and any waiver applicable to any executive officer, director, or senior financial officer (as defined in the Code). In addition, our web site includes information concerning purchases and sales of our securities by our executive officers and directors, as well as any disclosure relating to certain non-GAAP financial measures (as defined in the SEC's Regulation G) that we may make public orally, telephonically, by webcast, by broadcast, or by similar means from time to time.

Our Corporate Secretary can be contacted by writing to First Midwest Bancorp, Inc., One Pierce Place, Itasca, Illinois 60143, Attn: Corporate Secretary. The Company's Investor Relations Department can be contacted by telephone at (630) 875-7463 or by e-mail at investor.relations@firstmidwest.com.

CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995

We include or incorporate by reference in this Quarterly Report on Form 10-Q, and from time to time our management may make, statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts, but instead represent only management's beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside our control. Although we believe the expectations reflected in any forward-looking statements are reasonable, it is possible that our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in such statements. In some cases, you can identify these statements by forward-looking words such as "may," "might," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," or "continue," and the negative of these terms and other comparable terminology. We caution you not to place undue reliance on forward-looking statements, which speak only as of the date of this report, or when made.

Forward-looking statements are subject to known and unknown risks, uncertainties, and assumptions and may include projections relating to our future financial performance including our growth strategies and anticipated trends in our business. For a detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements, you should refer to our Annual Report on Form 10-K for the year ended December 31, 2007, including the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Results of Operations," as well as our subsequent periodic and current reports filed with the SEC. These risks and uncertainties are not exhaustive however. Other sections of this report describe additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this report to conform our prior statements to actual results or revised expectations, and we do not intend to do so.

3


PART 1. FINANCIAL INFORMATION (Unaudited)

ITEM 1. FINANCIAL STATEMENTS

FIRST MIDWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Amounts in thousands)

June 30,
2008

December 31,
2007

(Unaudited)

Assets

Cash and due from banks

$

174,122

$

193,792

Federal funds sold and other short-term investments

692

1,045

Mortgages held for sale

-

394

Trading account securities

17,368

18,352

Securities available-for-sale, at fair value

2,106,461

2,080,046

Securities held-to-maturity, at amortized cost

94,580

97,671

Federal Home Loan Bank and Federal Reserve Bank stock, at cost

54,767

54,767

Loans

5,182,355

4,963,672

Reserve for loan losses

(66,104)

(61,800)

Net loans

5,116,251

4,901,872

Premises, furniture, and equipment

121,215

125,828

Accrued interest receivable

44,504

48,971

Investment in bank owned life insurance

206,132

203,535

Goodwill

262,886

262,195

Other intangible assets

23,851

26,040

Other assets

88,196

77,010

Total assets

$

8,311,025

$

8,091,518

Liabilities

Demand deposits

$

1,077,659

1,064,684

Savings deposits

809,625

798,361

NOW accounts

977,553

889,760

Money market deposits

820,139

829,226

Time deposits

2,100,187

2,196,830

Total deposits

5,785,163

5,778,861

Borrowed funds

1,489,908

1,264,228

Subordinated debt

232,476

230,082

Accrued interest payable

11,663

16,843

Other liabilities

67,781

77,529

Total liabilities

7,586,991

7,367,543

Stockholders' Equity

Preferred stock, no par value; 1,000 shares authorized, none issued

-

-

Common stock, $.01 par value; authorized 100,000 shares; issued 61,326
shares; outstanding: June 30, 2008 - 48,584 shares
December 31, 2007 - 48,453 shares

613

613

Additional paid-in capital

206,113

207,851

Retained earnings

866,844

844,972

Accumulated other comprehensive loss, net of tax

(35,949)

(11,727)

Treasury stock, at cost: June 30, 2008 - 12,742 shares
December 31, 2007 - 12,873 shares

(313,587)

(317,734)

Total stockholders' equity

724,034

723,975

Total liabilities and stockholders' equity

$

8,311,025

$

8,091,518

See accompanying notes to unaudited consolidated financial statements.

4


FIRST MIDWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
(Unaudited)

Quarters Ended
June 30,

Six Months Ended
June 30,

2008

2007

2008

2007

Interest Income

Loans

$

74,819

$

92,273

$

156,153

$

184,352

Securities available-for-sale

24,845

26,266

50,435

53,723

Securities held-to-maturity

1,160

1,296

2,290

2,449

Federal Home Loan Bank and Federal Reserve Bank stock

332

544

670

1,171

Federal funds sold and other short-term investments

157

292

240

565

Total interest income

101,313

120,671

209,788

242,260

Interest Expense

Deposits

28,036

41,593

62,246

83,720

Borrowed funds

9,249

14,363

21,325

29,712

Subordinated debt

3,702

3,751

7,391

7,494

Total interest expense

40,987

59,707

90,962

120,926

Net interest income

60,326

60,964

118,826

121,334

Provision for loan losses

5,780

1,761

14,840

4,721

Net interest income after provision for loan losses

54,546

59,203

103,986

116,613

Noninterest Income

Service charges on deposit accounts

11,385

11,483

21,807

21,070

Trust and investment advisory fees

3,945

3,916

7,892

7,706

Other service charges, commissions, and fees

4,456

6,099

9,458

11,258

Card-based fees

4,236

4,181

8,134

7,892

Bank owned life insurance income

2,145

1,982

4,607

3,893

Securities (losses) gains, net

(4,618)

961

350

4,405

Other income

874

2,001

194

3,099

Total noninterest income

22,423

30,623

52,442

59,323

Noninterest Expense

Salaries and wages

20,143

22,656

39,167

43,459

Retirement and other employee benefits

6,225

6,352

13,391

13,099

Net occupancy expense

5,528

5,386

11,679

10,888

Equipment expense

2,451

2,590

5,018

5,216

Technology and related costs

1,820

1,849

3,591

3,557

Professional services

2,611

2,219

4,905

4,321

Advertising and promotions

1,713

1,541

2,750

2,553

Merchant card expense

1,780

1,728

3,426

3,278

Other expenses

7,674

6,416

15,361

12,521

Total noninterest expense

49,945

50,737

99,288

98,892

Income before income tax expense

27,024

39,089

57,140

77,044

Income tax expense

27

9,778

5,105

18,704

Net income

$

26,997

$

29,311

$

52,035

$

58,340

Per Share Data

Basic earnings per share

$

0.56

$

0.59

$

1.07

$

1.17

Diluted earnings per share

$

0.56

$

0.59

$

1.07

$

1.16

Cash dividends per share

$

0.310

$

0.295

$

0.620

$

0.590

Weighted average shares outstanding

48,459

49,617

48,446

49,768

Weighted average diluted shares outstanding

48,576

49,984

48,582

50,152

See accompanying notes to unaudited consolidated financial statements.

 

 

 

5


FIRST MIDWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Amounts in thousands, except per share data)
(Unaudited)

Common
Shares
Outstanding

Common
Stock

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
(Loss) Income

Treasury
Stock

Total

Balance at January 1, 2007

50,025

$

613

$

205,044

$

823,787

$

(15,288)

$

(263,142)

$

751,014

Cumulative-effect for change in
accounting for purchases of life
insurance policies

-

-

-

(209)

-

-

(209)

Adjusted balance at January 1, 2007

50,025

613

205,044

823,578

(15,288)

(263,142)

750,805

Comprehensive Income:

Net income

-

-

-

58,340

-

-

58,340

Other comprehensive loss: (1)

Unrealized losses on securities

-

-

-

-

(19,847)

-

(19,847)

Other activities

-

-

-

-

(13)

-

(13)

Total comprehensive income

-

38,480

Dividends declared ($0.59 per share)

-

-

-

(29,320)

-

-

(29,320)

Purchase of treasury stock

(678)

-

-

-

-

(25,166)

(25,166)

Share-based compensation expense

-

-

1,808

-

-

-

1,808

Exercise of stock options and restricted
stock activity

150

-

(1,021)

-

-

5,578

4,557

Treasury stock (purchased for) issued to benefit plans

(3)

-

5

-

-

(109)

(104)

Balance at June 30, 2007

49,494

$

613

$

205,836

$

852,598

$

(35,148)

$

(282,839)

$

741,060


Balance at January 1, 2008

48,453

$

613

$

207,851

$

844,972

$

(11,727)

$

(317,734)

$

723,975

Comprehensive Income:

Net income

-

-

-

52,035

-

-

52,035

Other comprehensive loss: (1)

Unrealized losses on securities

-

-

-

-

(24,222)

-

(24,222)

Total comprehensive income

27,813

Dividends declared ($0.62 per share)

-

-

-

(30,163)

-

-

(30,163)

Purchase of treasury stock

(5)

-

-

-

-

(138)

(138)

Share-based compensation expense

-

-

1,774

-

-

-

1,774

Exercise of stock options and restricted
stock activity

138

-

(3,511)

-

-

4,337

826

Treasury stock (purchased for) issued to benefit plans

(2)

-

(1)

-

-

(52)

(53)

Balance at June 30, 2008

48,584

$

613

$

206,113

$

866,844

$

(35,949)

$

(313,587)

$

724,034

(1)

Net of taxes and reclassification adjustments.

See accompanying notes to unaudited consolidated financial statements.

6


FIRST MIDWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
(Unaudited)

Six Months Ended
June 30,

2008

2007

Net cash provided by operating activities

$

69,536

$

51,771

Investing Activities

Securities available-for-sale:

Proceeds from maturities, repayments, and calls

171,485

155,518

Proceeds from sales

220,124

147,826

Purchases

(456,461)

(71,594)

Securities held-to-maturity:

Proceeds from maturities, repayments, and calls

30,388

16,289

Purchases

(27,252)

(28,994)

Net (increase) decrease in loans

(233,228)

90,556

Proceeds from claims on bank owned life insurance

2,010

886

Proceeds from sales of other real estate owned

2,280

3,050

Proceeds from sales of premises, furniture, and equipment

720

572

Purchases of premises, furniture, and equipment

(1,712)

(8,091)

Net cash (used in) provided by investing activities

(291,646)

306,018

Financing Activities

Net increase (decrease) in deposit accounts

6,302

(352,472)

Net increase (decrease) in borrowed funds

225,680

(10,078)

Purchases of treasury stock

(138)

(25,166)

Proceeds from issuance of treasury stock

(53)

-

Cash dividends paid

(30,122)

(29,476)

Exercise of stock options and restricted stock activity

435

3,791

Excess tax benefit from exercise of stock options and release of restricted stock awards

(17)

342

Net cash provided by (used in) financing activities

202,087

(413,059)

Net decrease in cash and cash equivalents

(20,023)

(55,270)

Cash and cash equivalents at beginning of period

194,837

214,906

Cash and cash equivalents at end of period

$

174,814

$

159,636

Supplemental Disclosures:

Noncash transfers of loans to foreclosed real estate

$

4,009

$

3,830

Dividends declared but unpaid

15,086

14,623

See accompanying notes to unaudited consolidated financial statements.

 

7


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated interim financial statements of First Midwest Bancorp, Inc. (the "Company"), a Delaware corporation, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for quarterly reports on Form 10-Q and do not include certain information and footnote disclosures required by U.S. generally accepted accounting principles ("GAAP") for complete annual financial statements. Accordingly, these financial statements should be read in conjunction with the Company's 2007 Annual Report on Form 10-K ("2007 10-K").

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with U.S. GAAP and reflect all adjustments that are, in the opinion of management, necessary for the fair presentation of the financial position and results of operations for the periods presented. All such adjustments are of a normal recurring nature. The results of operations for the quarter and six months ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

The consolidated financial statements include the accounts and results of operations of the Company and its subsidiaries after elimination of all significant intercompany accounts and transactions. Certain reclassifications have been made to prior year amounts to conform to the current year presentation. U.S. GAAP requires management to make certain estimates and assumptions. Although these and other estimates and assumptions are based on the best available information, actual results could be materially different from these estimates.

2. RECENT ACCOUNTING PRONOUNCEMENTS

Fair Value Measurements: Effective January 1, 2008, the Company adopted Financial Accounting Standards Board ("FASB") Statement No. 157, Fair Value Measurements ("SFAS No. 157"), which, upon adoption, replaced various definitions of fair value in existing accounting literature with a single definition, established a framework for measuring fair value, and required additional disclosures about fair value measurements. SFAS No. 157 applies whenever an entity is measuring fair value under other accounting standards that require or permit fair value measurement. Although SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, the FASB provided a one-year deferral for implementation for non-financial assets and liabilities. The adoption of SFAS No. 157 on January 1, 2008 did not have a material impact on the Company's financial position, results of operations, or liquidity. Refer to Note 9, "Fair Value," for the Company's fair value measurement disclosures.

Fair Value Option: Effective January 1, 2008, the Company adopted FASB Statement No. 159, The Fair Value Option for Financial Assets and Liabilities ("SFAS No. 159"). SFAS No. 159 permits entities to choose to measure certain financial assets and liabilities at fair value that are not currently required to be measured at fair value. The fair value option is applied on an instrument-by-instrument basis, is irrevocable and can only be applied to an entire instrument and not to specified risks, specified cash flows, or portions of that instrument. Changes in fair value (i.e. unrealized gains and losses) on items for which the fair value option has been elected will be reported in earnings at each subsequent reporting date and upfront fees and costs related to those items will be recognized in earnings as incurred and not deferred. SFAS No. 159 also requires entities to provide additional information that would help users of the financial statements understand how changes in fair values affect current-period earnings. While the Company did not elect the fair value option on the adoption date, it may elect this guidance for financial assets and liabilities in the future as permitted under the statement. Accordingly, the adoption of SFAS No. 159 on January 1, 2008 did not have an impact on the Company's financial position, results of operations, or liquidity.

Endorsement Split-Dollar Life Insurance Arrangements: Effective January 1, 2008, the Company adopted Emerging Issues Task Force ("EITF") Issue 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements ("EITF 06-4"). The EITF is limited to the recognition of a liability and related compensation costs for endorsement split-dollar life insurance arrangements that provide a benefit to an employee that extends to postretirement periods. The effect of initially applying the guidance would be accounted for as a cumulative-effect adjustment to beginning retained earnings with the option of retrospective application. As the Company had already followed the provisions of this statement, the adoption of EITF 06-4 on January 1, 2008 did not have an impact on the Company's financial position, results of operations, or liquidity.

Business Combinations: In December 2007, the FASB issued SFAS No. 141(R), Business Combinations ("SFAS No. 141(R)"). SFAS No. 141(R) will significantly change how entities apply the acquisition method to business combinations. The most significant changes affecting how the Company will account for business combinations under this statement

8


include: the acquisition date will be the date the acquirer obtains control; all (and only) identifiable assets acquired, liabilities assumed, and noncontrolling interests in the acquiree will be stated at fair value on the acquisition date; assets or liabilities arising from noncontractual contingencies will be measured at their acquisition date fair value only if it is more likely than not that they meet the definition of an asset or liability on the acquisition date; adjustments subsequently made to the provisional amounts recorded on the acquisition date will be made retroactively during a measurement period not to exceed one year; acquisition-related restructuring costs that do not meet the criteria in SFAS No.146, Accounting for Costs Associated with Exit or Disposal Activities, will be expensed as incurred; transaction costs will be expensed as incurred, except for debt or equity issuance costs which will be accounted for in accordance with other generally accepted accounting principles; reversals of deferred income tax valuation allowances and income tax contingencies will be recognized in earnings subsequent to the measurement period; and the allowance for loan losses of an acquiree will not be permitted to be recognized by the acquirer. In addition, SFAS No. 141(R) will require new and modified disclosures surrounding subsequent changes to acquisition-related contingencies, contingent consideration, noncontrolling interests, acquisition-related transaction costs, fair values and cash flows not expected to be collected for acquired loans, and an enhanced goodwill rollforward. The Company will be required to prospectively apply SFAS No. 141(R) to all business combinations completed on or after January 1, 2009. Early adoption of SFAS No. 141(R) is not permitted, accordingly the Company will be required to record and disclose any business combinations in accordance with existing GAAP until January 1, 2009. The effect of these new requirements on the Company's financial position and results of operations will depend on the volume and terms of acquisitions in 2009 and beyond, but will likely increase the amount and change the timing of recognizing expenses related to acquisition activities.

Derivative Disclosures: In March 2008, the FASB issued SFAS No. 161, Disclosures About Derivative Instruments and Hedging Activities - an amendment of SFAS No. 133 ("SFAS No. 161"), which requires an entity to provide greater transparency about how its derivative and hedging activities affect its financial statements. SFAS No. 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133, and (c) how derivative instruments and related hedged items affect an entity's financial position, results of operations, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. Since SFAS No. 161 affects only disclosures, it will not impact the Company's financial position or results of operation upon adoption.

3. SECURITIES

Securities Portfolio
(Dollar amounts in thousands)

June 30, 2008

December 31, 2007

Amortized

Gross Unrealized

Fair

Amortized

Gross Unrealized

Fair

Cost

Gains

Losses

Value

Cost

Gains

Losses

Value

Securities Available-
for-Sale

U.S. Treasury

$

1,029

$

3

$

(2)

$

1,030

$

1,027

$

2

$

(1)

$

1,028

U.S. Agency

6,519

57

-

6,576

41,895

597

-

42,492

Collateralized
mortgage
obligations

542,680

2,815

(4,688)

540,807

534,688

2,333

(2,221)

534,800

Other mortgage-
backed
securities

528,385

1,440

(6,770)

523,055

417,532

5,116

(2,328)

420,320

State and
municipal

939,484

3,389

(13,862)

929,011

961,638

7,728

(2,531)

966,835

Collateralized
debt
obligations

87,278

434

(26,741)

60,971

95,584

-

(13,954)

81,630

Other

48,403

241

(3,633)

45,011

35,295

34

(2,388)

32,941

Total

$

2,153,778

$

8,379

$

(55,696)

$

2,106,461

$

2,087,659

$

15,810

$

(23,423)

$

2,080,046

Securities Held-
to-Maturity

State and
municipal

$

94,580

$

249

$

-

$

94,829

$

97,671

$

260

$

-

$

97,931

Trading Securities

$

17,368

$

18,352

9


During the first six months of 2008, the Company continued to closely monitor the fair value of the six asset-backed collateralized debt obligations that were subject to impairment charges in fourth quarter 2007 and recorded additional non-cash impairment charges on these securities of $2.3 million in first quarter 2008 and $6.0 million in second quarter 2008. The carrying value of these securities at June 30, 2008 was $1.8 million.

At June 30, 2008, gross unrealized gains in the securities available-for-sale portfolio totaled $8.4 million, and gross unrealized losses totaled $55.7 million, resulting in a net unrealized depreciation of $47.3 million. The unrealized loss on securities in an unrealized loss position for greater than 12 months totaled $26.4 million. Management does not believe any individual unrealized loss as of June 30, 2008 represented an other-than-temporary impairment. The Company has both the intent and ability to hold the securities with unrealized losses for a period of time necessary to recover the amortized cost, or to maturity.

Trading securities held by the Company represent diversified investment securities held in a grantor trust under deferred compensation arrangements in which plan participants may direct amounts earned to be invested in securities other than Company stock. Net trading gains (losses), representing appreciation (depreciation) in the portfolio, included in other noninterest income in the Consolidated Statements of Income totaled $40,000 in second quarter 2008 and $832,000 in second quarter 2007. Trading (losses) gains totaled $(1.4) million for the six months ended June 30, 2008 and $1.2 million for the six months ended June 30, 2007.

4. LOANS

Loan Portfolio
(Dollar amounts in thousands)

June 30,
2008

December 31,
2007

Commercial and industrial

$

1,448,723

$

1,347,481

Agricultural

207,438

181,358

Real estate - office, retail, and industrial

1,048,547

942,065

Real estate - residential land and development

418,455

418,543

Real estate - multifamily

195,815

178,602

Real estate - other commercial real estate

1,107,122

1,111,141

Consumer

542,960

563,741

Real estate - 1-4 family

213,295

220,741

Total loans

$

5,182,355

$

4,963,672

Total loans reported are net of deferred loan fees of $9.5 million as of June 30, 2008 and $8.8 million as of December 31, 2007 and include overdrawn demand deposits totaling $8.6 million as of June 30, 2008 and $11.0 million as of December 31, 2007.

The Company primarily lends to small to mid-sized businesses and consumers in the market areas in which the Company operates. Within these areas, the Company diversifies its loan portfolio by loan type, industry, and borrower.

It is the Company's policy to review each prospective credit in order to determine the appropriateness and, when required, the adequacy of security or collateral to obtain prior to making a loan. In the event of borrower default, the Company seeks recovery in compliance with state lending laws and the Company's lending standards and credit monitoring procedures.

10


5. RESERVE FOR LOAN LOSSES AND IMPAIRED LOANS

Reserve for Loan Losses
(Dollar amounts in thousands)

Quarters Ended June 30,

Six Months Ended June 30,

2008

2007

2008

2007

Balance at beginning of period

$

64,780

$

62,400

$

61,800

$

62,370

Loans charged-off

(4,991)

(2,526)

(11,732)

(5,935)

Recoveries of loans previously charged-off

535

756

1,196

1,235

Net loans charged-off

(4,456)

(1,770)

(10,536)

(4,700)

Provision for loan losses

5,780

1,761

14,840

4,721

Balance at end of period

$

66,104

$

62,391

$

66,104

$

62,391

A portion of the Company's reserve for loan losses is allocated to loans deemed impaired. All impaired loans are included in nonperforming assets.

Impaired, Nonaccrual, and Past Due Loans
(Dollar amounts in thousands)

June 30,
2008

December 31,
2007

Impaired loans:

Impaired loans with valuation reserve required (1)

$

4,257

$

3,470

Impaired loans with no valuation reserve required

17,914

11,878

Total impaired loans

$

22,171

$

15,348

Nonperforming loans:

Impaired loans on nonaccrual

$

21,912

$

15,068

Other nonaccrual loans (2)

3,324

3,379

Total nonaccrual loans

$

25,236

$

18,447

Restructured loans

259

280

Total nonperforming loans

$

25,495

$

18,727

Loans past due 90 days and still accruing interest

$

37,510

$

21,149

Valuation reserve related to impaired loans

231

1,757

(1)

These impaired loans require a valuation reserve because the estimated value of the loans is less than the recorded investment in the loans.

(2)

These loans are not considered for impairment since they are part of a small balance, homogeneous portfolio.

The average recorded investment in impaired loans was $17.0 million for the six months ended 2008 and $12.8 million for the six months ended June 30, 2007. Interest income recognized on impaired loans was $50,000 for the six months ended 2008 and $27,000 for the six months ended 2007. Interest income recognized on impaired loans is recorded using the cash basis of accounting. As of June 30, 2008, the Company had $598,000 of additional funds committed to be advanced in connection with impaired loans.

11


6. EARNINGS PER COMMON SHARE

Basic and Diluted Earnings per Share
(Amounts in thousands, except per share data)

Quarters Ended June 30,

Six Months Ended June 30,

2008

2007

2008

2007

Net income

$

26,997

$

29,311

$

52,035

$

58,340

Weighted-average common shares outstanding:

Weighted-average common shares outstanding (basic)

48,459

49,617

48,446

49,768

Dilutive effect of stock options

60

335

82

357

Dilutive effect of non-vested restricted stock awards

57

32

54

27

Weighted-average diluted common shares outstanding

48,576

49,984

48,582

50,152

Basic earnings per share

$

0.56

$

0.59

$

1.07

$

1.17

Diluted earnings per share

0.56

0.59

1.07

1.16

7. PENSION PLAN

Net Periodic Benefit Pension Expense
(Dollar amounts in thousands)

Quarters Ended June 30,

Six Months Ended June 30,

2008

2007

2008

2007

Components of net periodic benefit cost:

Service cost

$

618

$

802

$

1,516

$

1,968

Interest cost

488

633

1,197

1,554

Expected return on plan assets

(610)

(792)

(1,497)

(1,943)

Recognized net actuarial loss

139

181

342

444

Amortization of prior service cost

-

1

1

2

Net periodic cost

$

635

$

825

$

1,559

$

2,025

The Company previously disclosed in Note 16 to the Consolidated Financial Statements in its 2007 10-K that it expected to contribute $5.0 million to its Pension Plan in 2008. Based on current actuarial assumptions, the Company contributed $7.5 million to the Pension Plan in first quarter 2008.

8. COMMITMENTS, GUARANTEES, AND CONTINGENT LIABILITIES

Credit Extension Commitments and Guarantees

In the normal course of business, the Company enters into a variety of financial instruments with off-balance sheet risk to meet the financing needs of its customers, to reduce its exposure to fluctuations in interest rates, and to conduct lending activities. These instruments principally include commitments to extend credit, standby letters of credit, and commercial letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Statements of Condition.

Contractual or Notional Amounts of Financial Instruments
(Dollar amounts in thousands)


June 30,
2008

December 31,
2007

Commitments to extend credit:

Home equity lines

$

237,048

$

266,582

All other commitments

1,149,087

1,135,612

Letters of credit:

Standby

142,379

128,281

Commercial

394

427

Recourse on assets securitized

10,375

13,252

12


Standby and commercial letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party and are most often issued in favor of a municipality where construction is taking place to ensure the borrower adequately completes the construction. Commercial letters of credit are issued specifically to facilitate commerce and typically result in the commitment being drawn on when the underlying transaction is consummated between the customer and the third party. This type of letter of credit is issued through a correspondent bank on behalf of a customer who is involved in an international business activity such as the importing of goods.

The maximum potential future payments guaranteed by the Company under standby letters of credit arrangements are equal to the contractual amount of the commitment. The carrying value of the Company's standby letters of credit, which is included in other liabilities in the Consolidated Statements of Condition, totaled $765,000 as of June 30, 2008 and $669,000 as of December 31, 2007. As of June 30, 2008, standby letters of credit had a remaining weighted-average term of approximately 12.2 months, with remaining actual lives ranging from less than 1 year to 7.0 years. If a commitment is funded, the Company may seek recourse through the liquidation of the underlying collateral provided including real estate, physical plant and property, marketable securities, or cash.

Pursuant to the securitization of certain 1-4 family mortgage loans in fourth quarter 2004, the Company is obligated by agreement to repurchase at recorded value any nonperforming loans, defined as loans past due greater than 90 days. The aggregate recorded value of securitized loans subject to this recourse obligation was $10.4 million as of June 30, 2008 and $13.3 million as of December 31, 2007. Per its agreement, the Company's recourse obligations will end on November 30, 2011. The carrying value of the Company's recourse liability, which is included in other liabilities in the Consolidated Statements of Condition, totaled $148,000 as of June 30, 2008 and December 31, 2007.

Legal Proceedings

At June 30, 2008, there were certain legal proceedings pending against the Company and its subsidiaries in the ordinary course of business. The Company does not believe that liabilities, individually or in the aggregate, arising from these proceedings, if any, would have a material adverse effect on the consolidated financial condition of the Company as of June 30, 2008.

9. FAIR VALUE

The Company measures, monitors, and discloses certain of its assets and liabilities on a fair value basis. Fair value is used on a recurring basis to account for trading securities, securities available-for-sale, mortgage servicing rights, derivative assets, and derivative liabilities. In addition, fair value is used on a non-recurring basis to apply lower-of-cost-or-market accounting to foreclosed real estate; evaluate assets or liabilities for impairment, including collateral-dependent impaired loans, goodwill, and other intangibles; and for disclosure purposes. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, the Company uses various valuation techniques (i.e., discounted cash flow analysis) and input assumptions when estimating fair value, all of which are in accordance with SFAS No. 157.

SFAS No. 157 requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Furthermore, SFAS No. 157 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value into three broad levels based on the reliability of the input assumptions. The hierarchy gives the highest priority to level 1 measurements and the lowest priority to level 3 measurements. The three levels of the fair value hierarchy are defined as follows:

* Level 1 - Unadjusted quoted prices for identical assets and liabilities traded in active markets.

* Level 2 - Observable inputs other than level 1 prices, such as quoted prices for similar instruments; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

* Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

13


The categorization of where an asset or liability falls within the hierarchy is based on the lowest level of input that is significant to the fair value measurement.

Valuation Methodology

The following describes the valuation methodologies used by the Company for assets and liabilities measured at fair value, including the general classification of the assets and liabilities pursuant to the valuation hierarchy.

Trading Securities - Trading securities represent diversified investment securities held in a grantor trust under deferred compensation arrangements in which plan participants may direct amounts earned to be invested in securities other than Company common stock. Trading securities are reported at fair value, with unrealized gains and losses included in noninterest income. The fair value of trading securities is based on quoted market prices in active exchange markets and, therefore, is classified in level 1 of the valuation hierarchy.

Securities Available-for-Sale - Substantially all available-for-sale securities are fixed income instruments that are not quoted on an exchange, but are traded in active markets. The fair value of these securities is based on quoted market prices obtained from external pricing services or dealer market participants. In obtaining such data from external pricing services, the Company has evaluated the methodologies used to develop the fair values in order to determine whether such valuations are representative of an exit price in the Company's principal markets. The Company's principal markets for its securities portfolio are the secondary institutional markets, with an exit price that is predominantly reflective of bid level pricing in those markets. Examples of such securities measured at fair value are U.S. Treasury and Agency securities, municipal bonds, collateralized mortgage obligations, and other mortgage-backed securities. These securities are generally classified in level 2 of the valuation hierarchy. In certain cases where there is limited activity or less transparency for inputs to the valuation, securities are classified in level 3 of the valuation hierarchy. For instance, in the valuation of certain collateralized mortgage and debt obligations and high-yield debt securities, the determination of fair value may require benchmarking to similar instruments or analyzing default and recovery rates. For asset-backed and trust-preferred collateralized debt obligations ("CDOs"), the Company obtained price information from third-party dealer quotes, as this level of evidence is the strongest support absent current market activity for the fair value of these securities. Due to the illiquidity in the secondary market for CDOs, especially since the disruption in the sub-prime credit markets during 2007 and 2008, these fair value estimates cannot be corroborated by observable market data. Therefore, while the majority of the Company's securities portfolio was classified in level 2, the CDO securities were classified in level 3 of the valuation hierarchy. Certain securities available-for-sale are carried at cost, including other miscellaneous marketable equity securities. The carrying value of these cost investments approximates fair value.

Collateral-Dependent Impaired Loans - The carrying value of impaired loans is disclosed in Note 5, "Reserve for Loan Losses and Impaired Loans." The Company does not record loans at fair value on a recurring basis. However, from time to time, fair value adjustments are recorded on these loans to reflect (1) partial write-downs that are based on the current appraised or market-quoted value of the underlying collateral or (2) the full charge-off of the loan carrying value. In some cases, the properties for which market quotes or appraised values have been obtained are located in areas where comparable sales data is limited, outdated, or unavailable. Accordingly, fair value estimates, including those obtained from real estate brokers or other third-party consultants, for collateral-dependent impaired loans are classified in level 3 of the valuation hierarchy.

Mortgage Servicing Rights - The Company records its mortgage servicing rights at fair value in accordance with SFAS No. 156, Accounting for Servicing of Financial Assets, an amendment of SFAS No. 140. Mortgage servicing rights do not trade in an active market with readily observable prices. Accordingly, the Company determines the fair value of mortgage servicing rights by estimating the present value of the future cash flows associated with the mortgage loans being serviced. Key economic assumptions used in measuring the fair value of mortgage servicing rights include prepayment speeds and discount rates. While market-based data is used to determine the input assumptions, the Company incorporates its own estimates of assumptions market participants would use in determining the fair value of mortgage servicing rights and classifies them in level 3 of the valuation hierarchy.

Derivative Assets and Derivative Liabilities - The interest rate swaps entered into by the Company are executed in the dealer market and priced based on market quotes obtained from the counterparty that transacted the derivative contract. The market quotes were developed by the counterparty using market observable inputs, which primarily include the London Interbank Offered Rate ("LIBOR") for swaps. As the fair value estimates for interest rate swaps are primarily based on LIBOR, which is a market observable input, derivatives are classified in level 2 of the valuation hierarchy. For its derivative assets and liabilities, the Company also considers nonperformance risk, including the likelihood of default by itself and its counterparties, when evaluating whether the market quotes from the counterparty are representative of an exit price. The

14


Company has a policy of executing derivative transactions only with counterparties above a certain credit rating. Credit risk is also mitigated through the pledging of collateral when certain thresholds are reached. The likelihood of the Company's default is considered remote and its credit rating has remained stable over the past recent history. For these reasons, nonperformance risk is considered extremely low and accordingly, any such credit risk adjustments to the Company's derivative assets and liabilities would be immaterial.

Assets and Liabilities Measured at Fair Value

The following table provides the hierarchy level and fair value for each major category of assets and liabilities measured at fair value at June 30, 2008.

Fair Value Measurements
(Dollar amounts in thousands)

June 30, 2008

Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)

Significant
Other Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total

Assets and liabilities measured at fair value on a recurring basis

Assets:

Trading securities

$

17,368

$

-

$

-

$

17,368

Securities available-for-sale (1)

-

2,028,502

77,959

2,106,461

Mortgage servicing rights (2)

-

-

1,632

1,632

Total assets

$

17,368

$

2,028,502

$

79,591

$

2,125,461

Liabilities:

Derivative liabilities (2)

$

-

$

387

$

-

$

387

Assets measured at fair value on a non-recurring basis

Collateral-dependent impaired loans net of
reserve for loan losses (3)

$

-

$

-

$

7,288

$

7,288

(1)

Includes other miscellaneous marketable equity securities with an aggregate carrying value totaling $2.9 million that is assumed to approximate fair value.

(2)

Mortgage servicing rights are included in other assets, and derivative liabilities are included in other liabilities in the Consolidated Statements of Financial Condition.

(3)

Represents the carrying value of loans for which adjustments are based on the appraised or market-quoted value of the collateral.

In accordance with the provisions of FASB Statement No. 114, Accounting by Creditors for Impairment of a Loan, collateral-dependent impaired loans with a carrying value of $14.2 million, less transfers to foreclosed real estate of $1.4 million, were written down to their fair value of $7.3 million, resulting in a provision for loan losses of $5.5 million, which was included in earnings for the six months ended June 30, 2008.

15


Reconciliation of Beginning and Ending Fair Value For Those
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
(Dollar amounts in thousands)

Quarters Ended June 30, 2008

Six Months Ended June 30, 2008

Securities
Available-
For-Sale

Mortgage
Servicing
Rights

Securities
Available-
For-Sale

Mortgage
Servicing
Rights

Balance at beginning of period

$

92,808

$

1,799

$

110,496

$

1,877

Total gains (losses):

Included in earnings (1)

(4,556)

(167)

(6,837)

(245)

Included in other comprehensive income

(8,272)

-

(12,450)

-

Purchases, sales, issuances, and settlements

(2,021)

-

(2,600)

-

Transfers out of Level 3 (2)

-

-

(10,650)

-

Balance at end of period

$

77,959

$

1,632

$

77,959

$

1,632

Change in unrealized losses in earnings relating to
assets and liabilities still held at end of period

$

(5,962)

$

-

$

(8,243)

$

-

(1)

Total gains and losses included in earnings for securities available-for-sale are reported in securities gains (losses), net, and gains and losses on mortgage servicing rights are reported in other service charges, commissions, and fees in the Consolidated Statements of Income.

(2)

The transfer out of level 3 represents a single security that was manually priced using broker quotes (a level 3 input) at December 31, 2007, but valued by an external pricing service (a level 2 input) at June 30, 2008.

In the table above, the net losses recognized in earnings for securities available-for-sale represent additional non-cash impairment charges recognized during first and second quarter 2008 on certain asset-backed CDOs that were deemed to be other-than-temporarily impaired, net of the gain realized on the sale of an asset-backed CDO previously written down.

10. INCOME TAXES

The Company's provision for income taxes includes both federal and state income tax expense. Following is an analysis of the provision for income taxes and the effective income tax rates for the periods presented.

Quarters Ended June 30,

Six Months Ended June 30,

2008

2007

2008

2007

Income before income tax expense

$

27,024

$

39,089

$

57,140

$

77,044

Income tax expense

27

9,778

5,105

18,704

Effective income tax rate

0.1%

25.0%

8.9%

24.3%

Federal effective income tax rate

9.9%

24.9%

15.7%

24.2%

State effective income tax rate, net of federal tax effect

(9.8%)

0.1%

(6.8%)

0.1%

The federal effective income tax rate and changes in that rate are greatly influenced by the amount of tax-exempt income derived from investment securities and bank owned life insurance ("BOLI"). The state effective income tax rate and changes in that rate are dependent upon Illinois, Indiana, and Iowa income tax rules relating to consolidated/combined reporting, sourcing of income and expense, and the amount of tax-exempt income derived from loans, investment securities, and BOLI. As a result of a favorable court decision and certain favorable developments in pending tax audits during the quarter, the Company increased the amount of benefit recognized with respect to identified uncertain tax positions under FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, Accounting for Income Taxes ("FIN 48").

The increase in recognized tax benefit resulted in a $4.9 million reduction in tax expense during the quarter and is the primary reason for the decrease in effective income tax rate from 2007 to 2008.

16


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The discussion presented below provides an analysis of our results of operations and financial condition for the quarters ended June 30, 2008 and 2007. When we use the terms "First Midwest," the "Company," "we," "us," and "our," we mean First Midwest Bancorp, Inc., a Delaware Corporation, and its consolidated subsidiaries. When we use the term the "Bank," we are referring to our wholly-owned banking facility, First Midwest Bank. Management's discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying notes presented elsewhere in this report, as well as in our 2007 Annual Report on Form 10-K ("2007 10-K"). Results of operations for the quarter and six months ended June 30, 2008 are not necessarily indicative of results to be expected for the year ending December 31, 2008. Unless otherwise stated, all earnings per share data included in this section and throughout the remainder of this discussion are presented on a diluted basis.

PERFORMANCE OVERVIEW

General Overview

Our banking network provides a full range of business and retail banking and trust and advisory services through 98 banking offices, primarily in suburban metropolitan Chicago. The primary sources of our revenue are net interest income and fees from financial services provided to customers. Business volumes tend to be influenced by overall economic factors including market interest rates, business spending, consumer confidence, and competitive conditions within the marketplace.

Second Quarter 2008 vs. 2007

Net income for the quarter ended June 30, 2008 was $27.0 million, or $0.56 per share, compared to $29.3 million, or $0.59 per share, for second quarter 2007. Second quarter 2008 performance resulted in an annualized return on average assets of 1.33% compared to 1.44% for second quarter 2007, and an annualized return on average equity of 14.6% compared to 15.5% for second quarter 2007.

Net income for the six-month period ended June 30, 2008 was $52.0 million, or $1.07 per share, compared to $58.3 million, or $1.16 per share, for the same period of 2007. Our annualized returns on average assets and average equity for the six-month period ended June 30, 2008 were 1.29% and 14.2%, respectively, compared to 1.43% and 15.5% for the same period of 2007.

Total loan balances at June 30, 2008 increased $272.5 million from a year ago and $218.7 million from December 31, 2007, building on the momentum we generated in the last half of 2007. The growth was primarily in the commercial real estate and commercial and industrial lines.

The ratio of nonperforming assets plus loans past due 90 days as a percent of total loans plus foreclosed real estate was 1.35% at June 30, 2008 compared to 0.92% at December 31, 2007 and 0.78% at June 30, 2007. The increase is related primarily to loans to home builders and developers and reflects the impact of declining home prices on sales of new developments.

Net interest margin of 3.58% declined only 3 basis points from 3.61% for second quarter 2007 despite the Federal Reserve's 325 basis point decrease in the federal funds rate over the past year. We substantially offset the reduced loan yields with lower rates on wholesale borrowings, reduced rates paid on portions of our retail deposits, a widening of loan spreads, and expanded spreads on our investment portfolio.

Our fee-based revenues for the quarter and six-month periods ended June 30, 2008 declined 6.5% and 1.3%, respectively, from the same periods of 2007. Such declines were due primarily to the elimination of fees attendant to discontinuing both originating mortgages and the outsourcing of our cashier check balances. Our noninterest expense for the quarter and six-month periods ended June 30, 2008 decreased 1.6% and increased 0.4%, respectively, from the same periods of 2007.

We had certain other significant transactions that affected net income for the quarter and six-month periods ended June 30, 2008. We recognized net securities losses of $4.6 million in second quarter 2008, compared to net securities gains of $961,000 in second quarter 2007. For the six-month periods ended June 30, 2008 and 2007 we recognized $350,000 and $4.4 million in net securities gains, respectively. We recorded additional tax benefits during the six-month period ended June 30, 2008 of $6.8 million, including $4.9 million in second quarter 2008 related to the reversal of income tax reserves due to favorable events affecting certain tax positions.

17


Business Outlook

Despite the Federal Reserve's significant and, in some cases, unprecedented, actions to buttress the capital markets and calm investors' concerns, the uncertainty that manifested itself in recurring credit and liquidity problems in 2007 continued throughout the first six months of 2008. During this period, the Federal Reserve's actions significantly reduced the cost of overnight borrowing for banks, enabled JPMorgan Chase & Co. to purchase Bear Stearns Companies, Inc., and allowed investment banks to borrow directly from the Federal Reserve. In July 2008, the U.S. Congress passed legislation that provides unprecedented support to the two largest mortgage finance providers, Fannie Mae and Freddie Mac.

As we have previously noted, the Chicagoland economy reflects many aspects of the national marketplace. Employment is weakening and housing sales are down since June of 2007. Developers of residential properties, faced with excess inventory of new housing, have been especially hard hit. Until housing sales activity recovers, their cash flows will be severely diminished. Consequently, banks are seeing greater delinquencies in this portfolio, and the value of underlying collateral is under pressure in some cases. In the first and second quarters of 2008, we increased our loan loss reserve in anticipation of losses in our residential development portfolio.

We have been profitably engaged in lending to residential developers for over two decades, a period of time that encompassed two pronounced economic downturns. We firmly believe it is our long-term relationship approach to doing business with our customers that has enabled us to endure and thrive. This segment comprises 15.1% of our $2.8 billion real estate commercial and construction portfolio and is almost entirely concentrated in the Chicagoland market. We have been and will remain fully engaged with these borrowers and this marketplace. We believe the remainder of our portfolio is well positioned in this environment, with relatively small exposures to consumer loans and mortgages, no consumer credit card loans, and virtually no indirect auto lending.

We remain encouraged about our long-term prospects for profitable growth. The diverse Chicago marketplace continues to provide sales opportunities as evidenced by our double-digit loan growth in the second quarter of 2008. In addition, we believe the pricing of such loans appropriately reflects current credit risks. We have an efficient operating model with very experienced credit underwriters who have demonstrated the capacity to underwrite and collect credit while dealing with similar market dynamics in the past. Finally, we believe we have the liquidity and capital to support our loan activity while satisfying all regulatory requirements.

EARNINGS PERFORMANCE

Net Interest Income

Net interest income equals the difference between interest income plus fees earned on interest-earning assets and interest expense incurred on interest-bearing liabilities. The level of interest rates and the volume and mix of interest-earning assets and interest-bearing liabilities impact net interest income. Net interest margin represents net interest income as a percentage of total average interest-earning assets. The accounting policies underlying the recognition of interest income on loans, securities, and other interest-earning assets are included in the Notes to Consolidated Financial Statements contained in our 2007 10-K.

Our accounting and reporting policies conform to U.S. generally accepted accounting principles ("GAAP") and general practice within the banking industry. For purposes of this discussion, both net interest income and net interest margin have been adjusted to a fully tax-equivalent basis to more appropriately compare the returns on certain tax-exempt loans and securities to those on taxable interest-earning assets. Although we believe that these non-GAAP financial measures enhance investors' understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. The reconciliation of such adjustment is presented in the following table.

18


Table 1
Effect of Tax-Equivalent Adjustment
(Dollar amounts in thousands)

Quarters Ended June 30,

Six Months Ended June 30,

2008

2007

% Change

2008

2007

% Change

Net interest income (GAAP)

$

60,326

$

60,964

(1.0)

$

118,826

$

121,334

(2.1)

Tax-equivalent adjustment

5,603

5,252

6.7

11,157

10,682

4.4

Tax-equivalent net interest income

$

65,929

$

66,216

(0.4)

$

129,983

$

132,016

(1.5)

Tax-equivalent net interest income for the quarter and six-month periods ended June 30, 2008 declined 0.4% and 1.5%, respectively, compared to the same periods in 2007.

Table 2 summarizes the changes in our average interest-earning assets and interest-bearing liabilities as well as the average interest rates earned and paid on these assets and liabilities, respectively, for the quarters ended June 30, 2008 and 2007. The table also details increases and decreases in income and expense for each of the major categories of interest-earning assets and interest-bearing liabilities and analyzes the extent to which such variances are attributable to volume and rate changes. Interest income and yields are presented on a tax-equivalent basis assuming a federal income tax rate of 35%, which includes the tax-equivalent adjustment as presented in Table 1 above.

Net interest margin for second quarter 2008 of 3.58% declined 3 basis points from 3.61% for second quarter 2007 despite the Federal Reserve's 325 basis point decrease in the federal funds rate over the past year. With approximately one-half of our loan portfolio tied to floating indices, the decline in the Federal Reserve's federal funds rate resulted in a decline of 158 basis points in average loan yields from second quarter 2007. This negative impact was offset by a decline in our short-term wholesale borrowing rates, a decline in the rates paid on portions of our customer deposits, a widening of loan spreads, and expanded spreads on our investment portfolio as the interest rate yield curve steepened.

As shown in Table 2, second quarter 2008 tax-equivalent interest income declined $19.0 million compared to second quarter 2007. The increase in interest-earning assets increased interest income by $2.5 million, while a decline in the average rate earned on interest-earning assets reduced interest income by $21.5 million. Second quarter 2008 interest expense declined $18.7 million compared to second quarter 2007. The increase in interest-bearing liabilities increased interest expense by $832,000, and a decrease in the average rate paid on interest-bearing liabilities reduced interest expense by $19.6 million.

As shown in Table 3, net interest margin was 3.55% for the first six months of 2008 compared to 3.57% for the first six months of 2007. Tax equivalent interest income declined $32.0 million for the first six months of 2008 compared to the first six months of 2007. The decrease in interest-earning assets decreased interest income by $1.5 million, while a decline in the average rate earned on interest-earning assets reduced interest income by $30.5 million. Interest expense for the first six months of 2008 declined $30.0 million compared to the first six months of 2007. The decrease in interest-bearing liabilities decreased interest expense by $1.5 million, and a decrease in the average rate paid on interest-bearing liabilities reduced interest expense by $28.5 million.

We continue to use multiple interest rate scenarios to rigorously assess the direction and magnitude of changes in interest rates and their impact on net interest income. A description and analysis of our market risk and interest rate sensitivity profile and management policies is included in Item 3, "Quantitative and Qualitative Disclosures About Market Risk," of this Form 10-Q.

19


Table 2
Net Interest Income and Margin Analysis
(Dollar amounts in thousands)

Quarters Ended June 30, 2008 and 2007

Average
Balances

Average Interest
Rates Earned/Paid

Interest
Income/Expense

Increase/(Decrease) in
Interest Income/Expense Due to:

2008

2007

Increase
(Decrease)

2008

2007

Basis
Points
Inc/(Dec)

2008

2007

Increase
(Decrease)

Volume

Rate

Total

Federal funds sold and
other short-term investments

$

19,964

$

10,412


$

9,552

2.08%

5.59%

(351)

$

103

$

145

(42)

$

(133)

$

91

$

(42)

Mortgages held for sale

-

6,400

(6,400)

-

5.26%

(526)

-

84

(84)

(84)

-

(84)

Trading account securities

17,363

16,778

585

1.24%

1.50%

(26)

54

63

(9)

2

(11)

(9)

Securities available-for-sale

2,105,626

2,213,530

(107,904)

5.63%

5.54%

9

29,629

30,679

(1,050)

(1,528)

478

(1,050)

Securities held-to-maturity

98,383

107,513

(9,130)

6.73%

6.77%

(4)

1,656

1,820

(164)

(154)

(10)

(164)

Federal Home Loan Bank and
Federal Reserve Bank stock

54,767

54,767

-

2.42%

3.97%

(155)

332

544

(212)

-

(212)

(212)

Loans:

Commercial and industrial

1,423,479

1,393,984

29,495

5.96%

7.77%

(181)

21,103

26,994

(5,891)

584

(6,475)

(5,891)

Agricultural

205,867

162,573

43,294

4.97%

7.25%

(228)

2,546

2,938

(392)

2,114

(2,506)

(392)

Real estate - commercial

2,705,016

2,576,166

128,850

6.00%

7.47%

(147)

40,370

47,971

(7,601)

2,607

(10,208)

(7,601)

Consumer

544,655

603,227

(58,572)

5.73%

7.62%

(189)

7,761

11,467

(3,706)

(1,035)

(2,671)

(3,706)

Real estate - 1-4 family

218,569

208,533

10,036

6.19%

6.19%

-

3,362

3,218

144

154

(10)

144

Total loans

5,097,586

4,944,483

153,103

5.93%

7.51%

(158)

75,142

92,588

(17,446)

4,424

(21,870)

(17,446)

Total interest-earning assets

$

7,393,689

$

7,353,883

$

39,806

5.81%

6.86%

(105)

$

106,916

$

125,923

(19,007)

$

2,527

$

(21,534)

$

(19,007)

Savings deposits

$

823,196

$

746,702

$

76,494

0.86%

1.48%

(62)

$

1,755

$

2,763

$

(1,008)

$

321

$

(1,329)

$

(1,008)

NOW accounts

953,808

905,683

48,125

1.04%

1.55%

(51)

2,465

3,509

(1,044)

198

(1,242)

(1,044)

Money market deposits

818,815

858,639

(39,824)

1.60%

3.41%

(181)

3,256

7,307

(4,051)

(325)

(3,726)

(4,051)

Time deposits

2,161,611

2,336,009

(174,398)

3.83%

4.81%

(98)

20,560

28,014

(7,454)

(1,976)

(5,478)

(7,454)

Borrowed funds

1,331,195

1,162,315

168,880

2.79%

4.96%

(217)

9,249

14,363

(5,114)

2,541

(7,655)

(5,114)

Subordinated debt

232,492

228,229

4,263

6.40%

6.59%

(19)

3,702

3,751

(49)

73

(122)

(49)

Total interest-bearing
liabilities

$

6,321,117

$

6,237,577

$

83,540

2.61%

3.84%

(123)

$

40,987

$

59,707

(18,720)

$

832

(19,552)

(18,720)

Net interest margin / income

3.58%

3.61%

(3)

$

65,929

$

66,216

$

(287)

$

1,695

$

(1,982)

$

(287)

2008

2007

Net Interest Margin Trend By Quarter

2nd

1st

4th

3rd

2nd

1st

Yield on interest-earning assets

5.81%

6.29%

6.67%

6.91%

6.86%

6.83%

Rates paid on interest-bearing liabilities

2.61%

3.23%

3.71%

3.86%

3.84%

3.88%

Net interest margin

3.58%

3.53%

3.53%

3.63%

3.61%

3.53%

20


Table 3
Net Interest Income and Margin Analysis

(Dollar amounts in thousands)

Six Months Ended June 30, 2008 and 2007

Average
Balances

Average Interest
Rates Earned/Paid

Interest
Income/Expense

Increase/(Decrease) in
Interest Income/Expense Due to:

2008

2007

Increase
(Decrease)

2008

2007

Basis
Points
Inc/(Dec)

2008

2007

Increase
(Decrease)

Volume

Rate

Total

Federal funds sold and other short-term investments

$

10,943

$

11,531


$

(588)

2.22%

5.42%

(320)

$

121

$

310

$

(189)

$

(15)

$

(174)

$

(189)

Mortgages held for sale

74

4,676

(4,602)

8.15%

5.56%

259

3

129

(126)

(242)

116

(126)

Trading account securities

17,984

16,464

1,520

1.29%

1.53%

(24)

116

126

(10)

14

(24)

(10)

Securities available-for-sale

2,097,381

2,264,211

(166,830)

5.72%

5.55%

17

59,988

62,864

(2,876)

(4,869)

1,993

(2,876)

Securities held-to-maturity

97,065

101,311

(4,246)

6.71%

6.80%

(9)

3,257

3,445

(188)

(142)

(46)

(188)

Federal Home Loan Bank and
Federal Reserve Bank stock

54,767

54,782

(15)

2.45%

4.28%

(183)

670

1,171

(501)

-

(501)

(501)

Loans net of unearned discount:

Commercial and industrial

1,390,175

1,392,382

(2,207)

6.27%

7.69%

(142)

43,352

53,094

(9,742)

(84)

(9,658)

(9,742)

Agricultural

192,977

169,326

23,651

5.30%

7.19%

(189)

5,090

6,034

(944)

1,098

(2,042)

(944)

Real estate - commercial

2,701,737

2,587,808

113,929

6.29%

7.48%

(119)

84,481

95,970

(11,489)

4,732

(16,221)

(11,489)

Consumer

550,453

618,522

(68,069)

6.19%

7.60%

(141)

16,950

23,301

(6,351)

(2,388)

(3,963)

(6,351)

Real estate - 1-4 family

222,835

210,995

11,840

6.24%

6.21%

3

6,917

6,498

419

368

51

419

Total loans

5,058,177

4,979,033

79,144

6.23%

7.49%

(126)

156,790

184,897

(28,107)

3,726

(31,833)

(28,107)

Total interest-earning assets

$

7,336,391

$

7,432,008

$

(95,617)

6.05%

6.85%

(80)

$

220,945

$

252,942

$

(31,997)

$

(1,528)

$

(30,469)

$

(31,997)

Savings deposits

$

818,980

$

726,236

$

92,744

1.09%

1.36%

(27)

$

4,426

$

4,910

$

(484)

$

848

$

(1,332)

$

(484)

NOW accounts

917,157

887,972

29,185

1.16%

1.50%

(34)

5,277

6,613

(1,336)

225

(1,561)

(1,336)

Money market deposits

820,484

860,535

(40,051)

1.91%

3.39%

(148)

7,788

14,484

(6,696)

(646)

(6,050)

(6,696)

Time deposits

2,168,396

2,416,777

(248,381)

4.15%

4.82%

(67)

44,755

57,713

(12,958)

(5,585)

(7,373)

(12,958)

Borrowed funds

1,319,296

1,194,875

124,421

3.25%

5.01%

(176)

21,325

29,712

(8,387)

3,553

(11,940)

(8,387)

Subordinated debt

231,475

228,447

3,028

6.42%

6.62%

(20)

7,391

7,494

(103)

101

(204)

(103)

Total interest-bearing
liabilities

$

6,275,788

$

6,314,842

$

(39,054)

2.91%

3.86%

(95)

$

90,962

$

120,926

$

(29,964)

$

(1,504)

$

(28,460)

$

(29,964)

Net interest margin / income

3.55%

3.57%

(2)

$

129,983

$

132,016

$

(2,033)

$

(24)

$

(2,009)

$

(2,033)

 

 

 

 

21


Noninterest Income

Table 4

Noninterest Income Analysis
(Dollar amounts in thousands)

Quarters Ended June 30,

Six Months Ended June 30,

2008

2007

% Change

2008

2007

% Change

Service charges on deposit accounts

$

11,385

$

11,483

(0.9)

$

21,807

$

21,070

3.5

Trust and investment advisory fees

3,945

3,916

0.7

7,892

7,706

2.4

Other service charges, commissions, and
fees

4,456

6,099

(26.9)

9,458

11,258

(16.0)

Card-based fees

4,236

4,181

1.3

8,134

7,892

3.1

Subtotal fee-based revenues

24,022

25,679

(6.5)

47,291

47,926

(1.3)

Bank owned life insurance

2,145

1,982

8.2

4,607

3,893

18.3

Trading gains (losses), net

40

832

(95.2)

(1,380)

1,156

(219.4)

Other income

834

1,169

(28.7)

1,574

1,943

(19.0)

Subtotal

27,041

29,662

(8.8)

52,092

54,918

(5.1)

Securities (losses) gains, net

(4,618)

961

(580.5)

350

4,405

(92.1)

Total noninterest income

$

22,423

$

30,623

(26.8)

$

52,442

$

59,323

(11.6)

Our total noninterest income for second quarter 2008 decreased by $8.2 million, or 26.8%, compared to second quarter 2007. Fee-based revenues for second quarter 2008 were $24.0 million, a decrease of 6.5% from second quarter 2007. In fourth quarter 2007 we ceased originating traditional residential mortgages, and in first quarter 2008, we began to maintain cashier check balances in-house rather than outsource the service. If revenues from mortgage sales and formerly outsourced cashier check balances are excluded from second quarter 2007, fee-based revenues decreased 2.7%.

Service charges on deposit accounts decreased 0.9% in second quarter 2008 compared to second quarter 2007 as a result of a $504,000 decrease in fees received on items drawn on customer accounts with insufficient funds substantially offset by a $476,000 increase in service charges on business checking accounts. Trust and investment advisory fees increased 0.7% due in part to a $245.0 million increase in average assets under management. Other service charges, commissions, and fees declined 26.9% for second quarter 2008 compared to second quarter 2007 due to the ceasing of originating traditional residential mortgages and formerly outsourced cashier check balances as well as a decline in commissions received from the sale of third-party annuity and investment products. Card-based fees for second quarter 2008 increased 1.3% from second quarter 2007, with most of the increase related to higher usage. Other income declined 28.7% for second quarter 2008 compared to second quarter 2007 as second quarter 2007 included a reduction in an accrual for credit card conversion costs and a favorable lawsuit settlement.

For the six months ended June 30, 2008, noninterest income was down 11.6% compared to the same period in 2007. Fee-based revenues for the first six months of 2008 were $47.3 million, a decrease of 1.3% from the first six months of 2007. If revenues from mortgage sales and outsourced cashier check balances are excluded from the 2007 period, fee-based revenues increased 2.5%.

Bank owned life insurance ("BOLI") represents benefit payments received and the change in cash surrender value ("CSV") of the policies, net of premiums paid. In first quarter 2008, we received $305,000 of benefit payments. The increase in the CSV was attributable to earnings credited to policies, based on investments made by the insurer. The tax-equivalent yield on BOLI was 7.1% for second quarter 2008, compared to 6.7% for second quarter 2007. See page *30 for a discussion of our investment in bank owned life insurance.

Trading gains (losses), net represent the change during the quarter in the fair value of trading securities held on behalf of participants in our non-qualified deferred compensation plan. Such change is substantially offset by an adjustment to salaries and benefits expense.

We recognized a net securities loss in second quarter 2008 of $4.6 million and a net securities gain of $350,000 for the first half of 2008. The second quarter 2008 net loss was comprised of a $6.0 million writedown of certain asset-backed collateralized debt obligations, offset by a $1.4 million gain on the sale of one of these securities previously written down.

22


For further discussion on net securities gains and impairment charges, see the section titled "Investment Portfolio Management."

Noninterest Expense

Noninterest expense decreased $792,000, or 1.6%, for second quarter 2008 compared to second quarter 2007 and increased $396,000, or 0.4%, for the first six months of 2008 compared to the first six months of 2007.

Table 5
Noninterest Expense Analysis
(
Dollar amounts in thousands)

Quarters Ended
June 30,

Six Months Ended
June 30,

2008

2007

% Change

2008

2007

% Change

Compensation expense:

Salaries and wages

$

20,143

$

22,656

(11.1)

$

39,167

$

43,459

(9.9)

Retirement and other employee benefits

6,225

6,352

(2.0)

13,391

13,099

2.2

Total compensation expense

26,368

29,008

(9.1)

52,558

56,558

(7.1)

Net occupancy expense

5,528

5,386

2.6

11,679

10,888

7.3

Equipment expense

2,451

2,590

(5.4)

5,018

5,216

(3.8)

Technology and related costs

1,820

1,849

(1.6)

3,591

3,557

1.0

Professional services

2,611

2,219

17.7

4,905

4,321

13.5

Advertising and promotions

1,713

1,541

11.2

2,750

2,553

7.7

Merchant card expense

1,780

1,728

3.0

3,426

3,278

4.5

Other expenses

7,674

6,416

19.6

15,361

12,521

22.7

Total noninterest expense

$

49,945

$

50,737

(1.6)

$

99,288

$

98,892

0.4

Efficiency ratio

51.7%

52.1%

52.8

52.2%

Salaries and wages decreased $2.5 million, or 11.1%, in second quarter 2008 compared to second quarter 2007 as annual general merit increases were more than offset by targeted staff reductions, a reduction in the obligation due to participants under deferred compensation plans, and a reduction in stock-based compensation expenses. The 17.7% increase in professional services was driven by increased legal and other costs in connection with nonperforming loans as well as increases in general legal expenses. Other expenses increased $1.3 million and $2.8 million for the quarter and six-month periods ended June 30, 2008, respectively, compared to the same periods in 2007 and were due primarily to additional expenses associated with properties classified as other real estate owned ("OREO").

The efficiency ratio expresses noninterest expense as a percentage of tax-equivalent net interest income plus total fees and other income.

Income Taxes

Our accounting policies underlying the recognition of income taxes in the Consolidated Statements of Condition and Income are included in Notes 1 and 16 to the Consolidated Financial Statements of our 2007 10-K.

Income tax expense totaled $27,000 for second quarter 2008 compared to $9.8 million for second quarter 2007, resulting in an effective income tax rate of 0.1% for second quarter 2008 compared to 25.0% for second quarter 2007. The decline from the prior year is due primarily to the recognition of $4.9 million in income tax benefits relating principally to certain favorable second quarter 2008 developments affecting the Company's uncertain tax positions under FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, Accounting for Income Taxes ("FIN 48").

23


The effective income tax rate was 8.9% for the first six months of 2008 compared to 24.3% for the same period in 2007. The decrease was the result of the application of FIN 48 as well as an additional state tax benefit of $1.9 million in first quarter 2008 associated with the fourth quarter 2007 securities impairment charge.

The State of Illinois has enacted legislation that significantly changes the income sourcing rules relating to financial organizations. To date, the State has not issued regulations or other clarifying guidance. We have considered, to the extent possible, the impact of the legislation, and are currently evaluating opportunities under the new rules. Based on our assessment to date, the legislation is not expected to have a material impact on our 2008 state tax expense, but could result in a low single digit increase in our effective tax rate beginning in 2009. Actual results will depend on the impact of final regulation on the opportunities being evaluated by management.

FINANCIAL CONDITION

Investment Portfolio Management

We manage our investment portfolio to maximize the return on invested funds within acceptable risk guidelines, to meet pledging and liquidity requirements, and to adjust balance sheet interest rate sensitivity to insulate net interest income against the impact of changes in interest rates.

We adjust the size and composition of our securities portfolio according to a number of factors, including expected loan growth, anticipated changes in collateralized public funds on account, the interest rate environment, and the related value of various segments of the securities markets. The following provides a valuation summary of our investment portfolio.

Table 6
Investment Portfolio Valuation Summary
(Dollar amounts in thousands)

At June 30, 2008

At December 31, 2007

Fair
Value

Amortized
Cost

% of
Total

Fair
Value

Amortized
Cost

% of
Total

Available-for-Sale

U.S. Treasury securities

$

1,030

$

1,029

-

$

1,028

$

1,027

-

U.S. Agency securities

6,576

6,519

0.3

42,492

41,895

1.9

Collateralized mortgage
obligations

540,807

542,680

24.1

534,800

534,688

24.5

Other mortgage-backed
securities

523,055

528,385

23.5

420,320

417,532

19.1

State and municipal
securities

929,011

939,484

41.8

966,835

961,638

44.0

Collateralized debt obligations

60,971

87,278

3.9

81,630

95,584

4.4

Other securities

45,011

48,403

2.2

32,941

35,295

1.6

Total available-for-sale

2,106,461

2,153,778

95.8

2,080,046

2,087,659

95.5

Held-to-Maturity

State and municipal
securities

94,829

94,580

4.2

97,931

97,671

4.5

Total securities

$

2,201,290

$

2,248,358

100.0

$

2,177,977

$

2,185,330

100.0

24


At June 30, 2008

At December 31, 2007

Effective
Duration (1)

Average
Life (2)

Yield to
Maturity

Effective
Duration (1)

Average
Life (2)

Yield to
Maturity

Available-for-Sale

U.S. Treasury securities

1.35%

1.50

2.82%

1.35%

1.50

4.10%

U.S. Agency securities

0.34%

0.37

5.28%

0.73%

0.80

5.43%

Collateralized mortgage
obligations

2.89%

3.08

4.98%

2.44%

2.51

5.05%

Other mortgage-backed securities

4.42%

5.70

5.55%

3.73%

4.81

5.64%

State and municipal securities

5.22%

8.76

6.17%

5.04%

7.84

6.20%

Collateralized debt obligations

0.25%

6.21

4.99%

0.25%

6.79

10.27%

Other securities

4.32%

11.44

5.79%

0.09%

10.00

1.79%

Total available-for-sale

4.20%

6.49

5.66%

3.76%

5.66

5.78%

Held-to-Maturity

State and municipal securities

0.78%

1.16

7.02%

0.84%

1.34

7.18%

Total securities

4.05%

6.26

5.71%

3.64%

5.47

5.84%

(1)

The effective duration of the securities portfolio represents the estimated percentage change in the fair value of the securities portfolio given a 100 basis point change up or down in the level of interest rates. This measure is used as a gauge of the portfolio's price volatility at a single point in time and is not intended to be a precise predictor of future fair values, as such values will be influenced by a number of factors.

(2)

Average life is presented in years and represents the weighted-average time to receive all future cash flows, using the dollar amount of
principal paydowns, including estimated principal prepayments, as the weighting factor.

As of June 30, 2008, our securities portfolio totaled $2.2 billion, increasing 1.1% from December 31, 2007. During first quarter 2008 we took advantage of market conditions and the slope of the interest rate yield curve to sell $221.1 million of securities, primarily collateralized mortgage obligations and other mortgage-backed securities, at a gain of $5.9 million. We reinvested the majority of the proceeds back into similar investments and the remainder into higher-yielding debt securities, effectively replacing the yield with this new combination of securities.

Our collateralized debt obligations ("CDOs") are comprised of two distinct types of securities, trust-preferred CDOs with a book value of $85.5 million as of June 30, 2008 and asset-backed CDOs with a book value of $1.8 million as of June 30, 2008.

Our investments in trust-preferred collateralized debt obligations are debt securities supported by the credit of the underlying banks and insurance companies. Each of these securities carries an investment grade rating, and all have met their scheduled interest payments. Each carries sufficient excess collateral so that a number of banks or insurance companies would have to defer payment before interest due us would be deferred. We presently anticipate the full receipt of both principal and interest in accordance with our original purchase assumptions. The unrealized loss on these securities as of June 30, 2008 of $26.7 million reflects the market's temporary negative bias toward structured investment vehicles given the current interest rate and liquidity environment. We do not believe this loss is an other-than-temporary impairment. We expect no change in our net cash flows from these investments from what was originally anticipated, and we have both the intent and ability to hold them until maturity or recovery.

Our investments in asset-backed collateralized debt obligations are debt securities supported by underlying collateral, including sub-prime mortgages. In first quarter 2008, we recognized a $2.3 million impairment related to these CDOs. In second quarter 2008, we recognized an additional $6.0 million impairment. One of the securities for which we recorded an impairment in first quarter 2008 was subsequently sold in second quarter 2008 for a realized gain of $1.4 million. This portfolio, which is valued at $1.8 million at June 30, 2008, is comprised of four discrete securities. We received all scheduled interest on all four of the securities during second quarter 2008. Future cash flows from these securities are dependent upon the intrinsic structure of the underlying bonds and, as such, are not impacted by this non-cash impairment charge. Future valuation changes, if any, will be dependent upon estimates of the timing and amount of future cash flows from the underlying collateral.

Other securities include corporate bonds and other miscellaneous equity securities.

25


LOAN PORTFOLIO AND CREDIT QUALITY

Portfolio Composition

Table 7
Loan Portfolio
(Dollar amounts in thousands)

June 30, 2008

% of
Total

December 31,
2007

% of
Total

Annualized
% Change

Commercial and industrial

$

1,448,723

27.9

$

1,347,481

27.1

15.0

Agricultural

207,438

4.0

181,358

3.7

28.8

Commercial real estate:

Office, retail, and industrial

1,048,547

20.2

942,065

19.0

22.6

Residential land and development

418,455

8.1

418,543

8.4

-

Multifamily

195,815

3.8

178,602

3.6

19.2

Other commercial real estate

1,107,122

21.4

1,111,141

22.4

(0.8)

Total commercial real estate

2,769,939

53.5

2,650,351

53.4

9.0

Subtotal - corporate loans

4,426,100

85.4

4,179,190

84.2

11.8

Direct installment

62,332

1.2

65,660

1.3

(10.2)

Home equity

460,581

8.9

464,981

9.4

(1.8)

Indirect installment

20,047

0.4

33,100

0.7

(78.8)

Real estate - 1-4 family

213,295

4.1

220,741

4.4

(6.8)

Subtotal - consumer loans

756,255

14.6

784,482

15.8

(7.2)

Total loans

$

5,182,355

100.0

$

4,963,672

100.0

8.8

Consumer loans excluding indirect
installment

$

736,208

$

751,382

(4.0)

Total loans excluding indirect installment

$

5,162,308

$

4,930,572

9.4

Outstanding loans totaled $5.2 billion as of June 30, 2008, an annualized increase of 8.8% from December 31, 2007. The increase since December 2007 was led by growth in commercial real estate, specifically office, retail, and industrial, and commercial and industrial lending. The decline in consumer loans was primarily due to continued run-off of indirect loans and paydowns on home equity lines. The decline in indirect installment loans from December 31, 2007 reflects our election in 2004 to cease indirect auto lending activities. In December 2007, we elected to discontinue originating traditional home mortgages as well.

26


Table 8
Commercial Real Estate Loan Detail by Product Type
(Dollar amounts in thousands)

June 30, 2008

% of
Total

December 31,
2007

% of
Total

Annualized
% Change

Office, retail, and industrial

Office

$

337,424

32.2

$

301,641

32.0

23.8

Retail

281,942

26.9

247,726

26.3

27.6

Industrial

429,181

40.9

392,698

41.7

18.6

Total office, retail, and industrial

$

1,048,547

100.0

$

942,065

100.0

22.6

Residential land and development composition

Structures

$

220,680

52.7

$

216,473

51.7

3.8

Land

197,775

47.3

202,070

48.3

(4.2)

Total residential land and development

$

418,455

100.0

$

418,543

100.0

-

Other commercial real estate

Commercial land

$

381,013

34.4

$

326,105

29.3

33.6

1-5 family investors

165,445

14.9

167,832

15.1

(2.8)

Service stations and truck stops

120,670

10.9

81,835

7.4

95.0

Warehouses and storage

79,580

7.2

63,355

5.7

51.2

Hotels

67,574

6.1

63,566

5.7

12.6

Restaurants

47,313

4.3

43,250

3.9

18.8

Medical

43,347

3.9

14,142

1.3

413.0

Automobile dealers

37,562

3.4

29,599

2.7

53.8

Mobile home parks

25,217

2.3

22,106

2.0

28.2

Recreational

15,106

1.4

15,542

1.4

(5.6)

Religious

11,362

1.0

11,124

1.0

4.2

Other (1)

112,933

10.2

272,685

24.5

(117.2)

Total other commercial real estate

$

1,107,122

100.0

$

1,111,141

100.0

(0.8)

(1) Certain loans presented here as of December 31, 2007 were subsequently redistributed to more appropriate categories.

Reserve for Loan Losses

We maintain a reserve for loan losses to absorb probable losses inherent in the loan portfolio. The reserve for loan losses consists of three components: (i) specific reserves established for expected losses on individual loans for which the recorded investment in the loan exceeds the value of the loan; (ii) reserves based on historical loan loss experience for each loan category; and (iii) reserves based on general, current economic conditions as well as specific economic factors believed to be relevant to the markets in which we operate. Management evaluates the sufficiency of the reserve for loan losses based on the combined total of specific, historical loss, and general components. Management believes that the reserve for loan losses of $66.1 million is adequate to absorb credit losses inherent in the loan portfolio as of June 30, 2008.

For a summary of the changes in the reserve for loan losses during the quarters ended June 2008 and 2007, refer to Note 5 of "Notes to Consolidated Financial Statements."

27


Table 9
Reserve for Loan Losses

(Dollar amounts in thousands)

2008

2007

June 30

March 31

December 31

June 30

As of the period ended

Reserve for loan losses

$

66,104

$

64,780

$

61,800

$

62,391

Total loans

5,182,355

5,045,765

4,963,672

4,909,858

Reserve for loan losses to loans

1.28%

1.28%

1.25%

1.27%

Reserve for loan losses to nonperforming
loans

259%

376%

330%

418%

For the quarter ended

Provision for loan losses

$

5,780

$

9,060

$

2,042

$

1,761

Net loans charged-off

4,456

6,080

1,654

1,770

Net loans charged-off to average loans,
annualized

0.35%

0.49%

0.13%

0.14%

The reserve for loan losses to loans was 1.28% as of June 30, 2008, up from 1.25% as of December 31, 2007. Nonperforming loans were covered 2.59 times by the loan loss reserve as of June 30, 2008. Total loans charged-off, net of recoveries, in second quarter 2008 were 0.35% of average loans.

The accounting policies underlying the establishment and maintenance of the reserve for loan losses are discussed in Notes 1 and 6 to the Consolidated Financial Statements of our 2007 10-K.

Nonperforming Assets

Nonperforming assets include loans for which the accrual of interest has been discontinued, loans for which the terms have been renegotiated to provide for a reduction or deferral of interest and principal due to a weakening of the borrower's financial condition, and real estate that has been acquired primarily through foreclosure and is awaiting disposition. For a detailed discussion of our policy on accrual of interest on loans, see Note 1 to the Consolidated Financial Statements of our 2007 10-K.

Loans past due 90 days and still accruing interest are not included in nonperforming assets and continue to accrue interest because they are adequately secured by collateral, in the process of collection, and reasonably expected to result in repayment or restoration to current status.

28


Table 10
Nonperforming Assets and Past Due Loans
(Dollar amounts in thousands)

2008

2007

June 30

% of Loan
Category

March 31

December 31

June 30

Nonaccrual loans:

Commercial and industrial

$

5,222

0.36

$

6,770

$

9,128

$

8,815

Agricultural

-

-

-

349

-

Office, retail, and industrial

1,125

0.11

730

552

-

Residential land and development

11,664

2.79

4,081

107

540

Multifamily

3,016

1.54

1,361

3,480

294

Other commercial real estate

885

0.08

255

1,452

2,101

Consumer

2,653

0.49

2,967

2,796

2,460

Real estate - 1-4 family

671

0.31

909

583

717

Total nonaccrual loans

25,236

N/A

17,073

18,447

14,927

Restructured loans

259

N/A

140

280

-

Total nonperforming loans

25,495

N/A

17,213

18,727

14,927

Foreclosed real estate

7,042

8,607

6,053

3,683

Total nonperforming assets

32,537

N/A

25,820

24,780

18,610

90 days past due loans (still accruing
interest):

Commercial and industrial

4,530

0.31

3,926

2,693

2,419

Agricultural

-

-

-

-

39

Office, retail, and industrial

2,855

0.27

2,182

2,062

907

Residential land and development

17,181

4.11

17,438

9,270

5,006

Multifamily

2,071

1.06

2,332

916

6,281

Other commercial real estate

2,925

0.26

2,451

1,452

1,457

Consumer

5,456

1.00

3,255

2,903

1,793

Real estate - 1-4 family

2,492

1.17

1,895

1,853

1,731

Total 90 days past due loans

37,510

N/A

33,479

21,149

19,633

Total nonperforming assets plus 90 days past due loans

$

70,047

N/A

$

59,299

$

45,929

$

38,243

Nonperforming loans to total loans

0.49%

0.34%

0.38%

0.30%

Nonperforming assets to total loans plus
foreclosed real estate

0.63%

0.51%

0.50%

0.38%

Nonperforming assets plus 90 day past due
loans to total loans plus foreclosed real
estate

1.35%

1.17%

0.92%

0.78%

N/A - Not applicable.

Nonperforming assets plus loans past due 90 days as a percent of total loans plus foreclosed real estate was 1.35% at June 30, 2008 compared to 0.92% at December 31, 2007. Such increase is related primarily to loans to home builders and developers, substantially all of whom are in the greater Chicagoland area.

The increase in the nonaccrual residential land and development category of $11.6 million from December 31, 2007 was due to two large Chicago homebuilders. In first quarter 2008, we charged off $447,000 of the outstanding loan to one builder and reclassed the $4.0 million remainder of the loan to nonaccrual. The remaining balance is in line with a recent appraisal on the underlying collateral. In second quarter 2008, we reclassed a $7.7 million loan to another builder to nonaccrual. The balance of this loan is also in line with a recent appraisal on the underlying collateral.

The increase in the foreclosed real estate category of $1.0 million from December 31, 2007 was due primarily to the transfers to OREO of a multi-family loan and a home equity loan, partially offset by the partial write-down of certain OREO

29


properties. The amount in this category reflects the estimated value of the collateral less estimated costs to sell.

The increase in the 90 days past due loans of $16.4 million from December 31, 2007 was due primarily to ten loans, the majority of which are residential development loans. Concentrated in the Chicagoland market, residential development represents a business in which we have been profitably engaged for more than 20 years and represents 15.1% of our $2.8 billion real estate commercial and construction portfolio. A number of clients in this area have been caught up in the cycle of deteriorating cash flows making timely payments of outstanding obligations untenable. We are working aggressively to remediate these problems.

We remain fully engaged and proactive with our customers in order to recognize and deal with credit issues at their onset.

Our disclosure with respect to impaired loans is contained in Note 5 of "Notes to Consolidated Financial Statements."

INVESTMENT IN BANK OWNED LIFE INSURANCE

We purchase life insurance policies on the lives of certain directors, officers, and employees and are the sole owner and beneficiary of the policies. We invest in these policies, known as BOLI, to provide an efficient form of funding for long-term retirement and other employee benefit costs. Therefore, our BOLI policies are intended to be long-term investments to provide funding for long-term liabilities. We record these BOLI policies within other assets in the Consolidated Statements of Condition at each policy's respective cash surrender value, with changes recorded in noninterest income in the Consolidated Statements of Income. As of June 30, 2008, our BOLI assets amounted to $206.1 million, and the income we recorded for the six-month period then ended was $4.6 million.

Of our total BOLI portfolio, 22.2% is in general account life insurance distributed between 10 insurance carriers, all of whom carry investment grade ratings. This general account life insurance typically includes a feature guaranteeing minimum returns. The remaining 77.8% is in separate account life insurance, which is managed by third party investment advisors under pre-determined investment guidelines. Stable value protection is a feature available with respect to separate account life insurance policies that is designed to protect within limits a policy's cash surrender value from market fluctuations on underlying investments. All of our separate account portfolio has stable value protection, purchased from a highly rated financial institution. To the extent the fair value of the underlying securities falls below 80% of the cash surrender value, the cash surrender value will either be adjusted for the difference or transferred to a short duration money market fund. As of June 30, 2008, the fair values of the separate accounts ranged from 85% to 96%.

FUNDING AND LIQUIDITY MANAGEMENT

The following table provides a comparison of average funding sources for the quarters ended June 30, 2008, December 31, 2007, and June 30, 2007. We believe that average balances, rather than period-end balances, are more meaningful in analyzing funding sources because of the inherent fluctuations that may occur on a monthly basis within most deposit categories.

30


Table 11
Funding Sources - Average Balances
(Dollar amounts in thousands)

Quarters Ended

% Change


June 30,
2008

December 31,
2007

June 30,
2007

06/30/08
vs. 12/31/07

06/30/08
vs. 06/30/07

Demand deposits

$

1,053,339

$

1,050,954

$

1,061,987

0.2

(0.8)

Savings deposits

823,196

788,526

746,702

4.4

10.2

NOW accounts

953,808

885,966

905,683

7.7

5.3

Money market accounts

818,815

854,409

858,639

(4.2)

(4.6)

Transactional deposits

3,649,158

3,579,855

3,573,011

1.9

2.1

Time deposits

2,134,298

2,142,888

2,183,562

(0.4)

(2.3)

Brokered deposits

27,313

97,448

152,447

(72.0)

(82.1)

Total time deposits

2,161,611

2,240,336

2,336,009

(3.5)

(7.5)

Total deposits

5,810,769

5,820,191

5,909,020

(0.2)

(1.7)

Repurchase agreements

422,819

398,032

442,685

6.2

(4.5)

Federal funds purchased

177,513

111,771

145,397

58.8

22.1

Federal Home Loan Bank ("FHLB") advances

593,054

536,238

574,233

10.6

3.3

Other borrowed funds

137,809

-

-

N/M

N/M

Total borrowed funds

1,331,195

1,046,041

1,162,315

27.3

14.5

Subordinated debt

232,492

227,973

228,229

2.0

1.9

Total funding sources

$

7,374,456

$

7,094,205

$

7,299,564

4.0

1.0

N/M - Not meaningful.

Total transactional deposits increased $69.3 million from December 31, 2007, due to increases in savings and NOW account balances, partially offset by a decline in money market accounts.

Total average deposits for second quarter 2008 totaled $5.8 billion, a decrease of 1.7% from second quarter 2007 and 0.2% from fourth quarter 2007. We funded loan growth and replaced maturing time deposits with higher average borrowed funds. As of June 30, 2008, the weighted-average maturity of FHLB borrowings was 3.5 months with a weighted-average rate of 4.02% compared to a weighted-average maturity of 1.7 months and a weighted-average rate of 5.20% as of June 30, 2007 and 7.4 months and 3.62% as of December 31, 2007.

MANAGEMENT OF CAPITAL

Capital Measurements

The Federal Reserve Board ("FRB"), the primary regulator of the Company and the Bank, establishes minimum capital requirements that must be met by member institutions. We have managed our capital ratios to consistently maintain such measurements in excess of the FRB minimum levels to be considered "well capitalized," which is the highest capital category established.

The following table presents our consolidated measures of capital as of the dates presented and the capital guidelines established by the FRB to be categorized as "well capitalized."

31


Table 12
Capital Measurements

Regulatory

   

June 30,

 

December 31,

 

Minimum For

   

2008

 

2007

 

2007

 

"Well Capitalized"

Regulatory capital ratios:

Total capital to risk-weighted assets

11.87%

12.49%

11.58%

10.00%

Tier 1 capital to risk-weighted assets

9.29%

9.87%

9.03%

6.00%

Tier 1 leverage to average assets

7.56%

7.75%

7.46%

5.00%

Tangible equity ratios:

Tangible equity to tangible assets

5.45%

5.80%

5.58%

(1)

Tangible equity, excluding other comprehensive
loss, to tangible assets

5.90%

6.26%

5.73%

(1)

Tangible equity to risk-weighted assets

6.79%

7.28%

6.87%

(1)

(1)

Ratio is not subject to formal FRB regulatory guidance. Tangible equity equals total equity less goodwill and other intangible assets, and tangible assets equals total assets less goodwill and other intangible assets.

Stock Repurchase Programs

We continue to follow a practice of retaining sufficient capital to support growth in total assets and returning excess capital to stockholders in the form of dividends and through common stock repurchases. The latter increases the percentage ownership of the Company by existing stockholders. The Company's share repurchase program, which has operated episodically in recent years, is anticipated to be informally suspended throughout the balance of 2008.

The following table summarizes purchases made by or on our behalf, or by any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of our common stock during the three months ended June 30, 2008 pursuant to a repurchase program approved by our Board of Directors on November 27, 2007. Under the repurchase program, up to 2.5 million shares of our common stock may be repurchased, and the total remaining authorization under the program was 2,494,747 shares as of June 30, 2008. The repurchase program has no set expiration or termination date, and we generally do not repurchase shares of our common stock as part of the repurchase program during self-imposed "black-out" periods.

Table 13
Issuer Purchases of Equity Securities
(Number of shares in thousands)

Total
Number of
Shares
Purchased
(1)

Average
Price
Paid per
Share

Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program

Maximum
Number of
Shares that
May Yet Be
Purchased
Under the
Plan or
Program

April 1 - April 30, 2008

6,406

$

27.86

1,070

2,494,747

May 1 - May 31, 2008

4,180

25.11

-

2,494,747

June 1 - June 30, 2008

2,040

21.80

-

2,494,747

Total

12,626

$

25.97

1,070

(1)

Includes 1,070 shares purchased in private transactions and 11,556 shares acquired pursuant to our share-based compensation plans. Under the terms of these plans, we accept shares of common stock from option holders if they elect to surrender previously-owned shares upon exercise to cover the exercise price of the stock options or, in the case of restricted shares of common stock, the withholding of shares to satisfy tax withholding obligations associated with the vesting of restricted shares.

32


Dividends

We paid dividends of $0.31 per common share in second quarter 2008, up 5.1% from the quarterly dividend per share declared in second quarter 2007 of $0.295. The dividend payout ratio, which represents the percentage of dividends declared to stockholders to earnings per share, was 55.4% for second quarter 2008 and 50.0% for second quarter 2007. Based on the closing stock price at June 30, 2008 of $18.65, the annualized dividend yield on our common stock was 6.6%.

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements are prepared in accordance with GAAP and are consistent with predominant practices in the financial services industry. Critical accounting policies are those policies that management believes are the most important to our financial position and results of operations. Application of critical accounting policies requires management to make estimates, assumptions, and judgments based on information available at the date of the financial statements that affect the amounts reported in the financial statements and accompanying notes. Future changes in information may affect these estimates, assumptions, and judgments, which, in turn, may affect amounts reported in the financial statements.

We have numerous accounting policies, of which the most significant are presented in Note 1, "Summary of Significant Accounting Policies," to the Consolidated Financial Statements of our 2007 10-K. These policies, along with the disclosures presented in the other financial statement notes and in this discussion, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has determined that our accounting policies with respect to the reserve for loan losses, evaluation of impairment of securities, and income taxes are the accounting areas requiring subjective or complex judgments that are most important to our financial position and results of operations, and, as such, are considered to be critical accounting policies, as discussed below.

Reserve for Loan Losses

Determination of the reserve for loan losses is inherently subjective as it requires significant estimates, including the amounts and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends, all of which may be susceptible to significant change. Credit exposures deemed to be uncollectible are charged-off against the reserve, while recoveries of amounts previously charged-off are credited to the reserve. Additions to the reserve for loan losses are charged to operating expense through the provision for loan losses. The amount charged to operating expense in any given year is dependent upon a number of factors including historic loan growth and changes in the composition of the loan portfolio, net charge-off levels, and our assessment of the reserve for loan losses. For a full discussion of our methodology of assessing the adequacy of the reserve for loan losses, see Note 1, "Summary of Significant Accounting Policies," to the Consolidated Financial Statements of our 2007 10-K.

Evaluation of Securities for Impairment

Securities that we have the ability and intent to hold until maturity are classified as securities held-to-maturity and are accounted for using historical cost, adjusted for amortization of premium and accretion of discount. Trading securities are carried at fair value, with unrealized gains and losses recorded in other noninterest income. All other securities are classified as securities available-for-sale and are carried at fair value. The fair values of securities are based on quoted prices obtained from third party pricing services or dealer market participants. Unrealized gains and losses on securities available-for-sale are reported, on an after-tax basis, as a separate component of stockholders' equity in accumulated other comprehensive income. Interest income is reported net of amortization of premium and accretion of discount.

Realized securities gains or losses are reported in securities gains (losses), net in the Consolidated Statements of Income. The cost of securities sold is based on the specific identification method. On a quarterly basis, we make an assessment to determine whether there have been any events or circumstances to indicate that a security for which there is an unrealized loss is impaired on an other-than-temporary basis. The Company considers many factors including the severity and duration of the impairment; the intent and ability of the Company to hold the security for a period of time sufficient for a recovery in value; recent events specific to the issuer or industry; and for debt securities, external credit ratings and recent downgrades. The term other-than-temporary is not intended to indicate that the decline is permanent. It indicates that the prospects for near-term recovery are not necessarily favorable or that there is a lack of evidence to support fair values greater than or equal to the carrying value of the investment. Securities for which there is an unrealized loss that is deemed to be other-than-temporary are written down to fair value with the write-down recorded as a realized loss and included in securities gains

33


(losses), net. For additional discussion on securities, see Notes 1 and 3 to the Consolidated Financial Statements of our 2007 Form 10-K.

Income Taxes

We determine our income tax expense based on management's judgments and estimates regarding permanent differences in the treatment of specific items of income and expense for financial statement and income tax purposes. These permanent differences result in an effective tax rate, which differs from the federal statutory rate. In addition, we recognize deferred tax assets and liabilities, recorded in the Consolidated Statements of Condition, based on management's judgments and estimates regarding timing differences in the recognition of income and expenses for financial statement and income tax purposes.

We must also assess the likelihood that any deferred tax assets will be realized through the reduction or refund of taxes in future periods and establish a valuation allowance for those assets for which recovery is unlikely. In making this assessment, management must make judgments and estimates regarding the ability to realize the asset through carryback or carryforward to taxable income in prior or future years, the future reversal of existing taxable temporary differences, future taxable income, and the possible application of future tax planning strategies. We have determined a valuation allowance is not required for any deferred tax assets as of June 30, 2008, although there is no guarantee that those assets will be recognizable in future periods. For additional discussion of income taxes, see Note 1, "Summary of Significant Accounting Policies," and Note 16, "Income Taxes," to the Consolidated Financial Statements of the our 2007 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, exchange rates, and equity prices. Interest rate risk is our primary market risk and is the result of repricing, basis, and option risk. A description and analysis of our interest rate risk management policies is included in Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," contained in our 2007 10-K

We seek to achieve consistent growth in net interest income and net income while managing volatility that arises from shifts in interest rates. The Bank's Asset and Liability Management Committee ("ALCO") oversees financial risk management by developing programs to measure and manage interest rate risks within authorized limits set by the Bank's Board of Directors. ALCO also approves the Bank's asset/liability management policies, oversees the formulation and implementation of strategies to improve balance sheet positioning and earnings, and reviews the Bank's interest rate sensitivity position. Management uses net interest income and economic value of equity simulation modeling tools to analyze and capture short-term and long-term interest rate exposures.

Net Interest Income Sensitivity

The analysis of net interest income sensitivities assesses the magnitude of changes in net interest income resulting from changes in interest rates over a 12-month horizon using multiple rate scenarios. These scenarios include, but are not limited to, a "most likely" forecast, a flat to inverted or unchanged rate environment, a gradual increase and decrease of 200 basis points that occurs in equal steps over a six-month time horizon, and immediate increases and decreases of 200 and 300 basis points.

This simulation analysis is based on actual cash flows and repricing characteristics for balance sheet and off-balance sheet instruments and incorporates market-based assumptions regarding the effect of changing interest rates on the prepayment rates of certain assets and liabilities. This simulation analysis includes management's projections for activity levels in each of the product lines we offer. The analysis also incorporates assumptions based on the historical behavior of deposit rates and balances in relation to interest rates. Because these assumptions are inherently uncertain, the simulation analysis cannot definitively measure net interest income or predict the impact of the fluctuation in interest rates on net interest income. Actual results may differ from simulated results due to timing, magnitude, and frequency of interest rate changes as well as changes in market conditions and management strategies.

We monitor and manage interest rate risk within approved policy limits. Our current interest rate risk policy limits are determined by measuring the change in net interest income over a 12-month horizon assuming a 200 basis point gradual increase and decrease in all interest rates compared to net interest income in an unchanging interest rate environment. Current policy limits this exposure to plus or minus 8% of the anticipated level of net interest income over the corresponding 12-month horizon assuming no change in current interest rates.

34


Analysis of Net Interest Income Sensitivity
(Dollar amounts in thousands)

Gradual Change in Rates (1)

Immediate Change in Rates

-200

+200

-200

+200

-300

+300

June 30, 2008:

Dollar change

$

3,720

$

(20,264)

$

3,557

$

(26,765)

$

(21,432)

$

(36,344)

Percent change

+1.4%

-7.6%

+1.3%

-10.1%

-8.1%

-13.7%

December 31, 2007:

Dollar change

$

5,587

$

(14,594)

$

5,928

$

(18,088)

$

1,559

$

(24,369)

Percent change

+2.2%

-5.8%

+2.3%

-7.1%

+0.6%

-9.6%

(1)

Reflects an assumed uniform change in interest rates across all terms that occurs in equal steps over a six-month horizon.

At June 30, 2008, our interest rate sensitivity profile, assuming a gradual upward change in interest rates, reflected a slightly greater negative exposure to rising interest rates in comparison to December 31, 2007. Conversely, in a falling interest rate environment, our exposure reflected a slightly less positive position as of June 30, 2008 in comparison to December 31, 2007. The change in earnings risk is the result of a reduction in the duration of borrowed funds and an increase in the amount of short-term funding. These short-term liabilities increase the sensitivity of interest expense to rising interest rates. The benefit in the declining interest rate environment is mitigated by a lack of repricing potential on transaction accounts. Market rates, specifically the federal funds target rate and the prime rate, have declined over 200 basis points since December 31, 2007. Rates on transaction accounts have also declined. With the federal funds target currently at 2.00%, the opportunity to further reduce rates on short-term transactional account balances is minimal.

Economic Value of Equity

In addition to the simulation analysis, management uses an economic value of equity sensitivity technique to understand the risk in both shorter- and longer-term positions and to study the impact of longer-term cash flows on earnings and capital. In determining the economic value of equity, we discount present values of expected cash flows on all assets, liabilities, and off-balance sheet contracts under different interest rate scenarios. The discounted present value of all cash flows represents our economic value of equity. Economic value of equity does not represent the true fair value of asset, liability, or derivative positions because certain factors are not considered, such as credit risk, liquidity risk, and the impact of future changes to the balance sheet. Our policy guidelines call for preventive measures to be taken in the event that an immediate increase or decrease in interest rates of 200 basis points is estimated to reduce the economic value of equity by more than 20%.

Analysis of Economic Value of Equity
(Dollar amounts in thousands)

Immediate Change in Rates

-200

+200

June 30, 2008:

Dollar change

$

(66,981)

$

(101,119)

Percent change

-5.2%

-7.8%

December 31, 2007:

Dollar change

$

(40,870)

$

(89,164)

Percent change

-3.2%

-7.1%

As of June 30, 2008, the estimated sensitivity of the economic value of equity to changes in interest rates reflected a greater negative exposure to both higher and lower interest rates compared to that existing at December 31, 2007. The increased exposure to rising interest rates is due, in part, to actions taken since December 31, 2007 to increase the effective duration and average life of the securities portfolio. The increased exposure to falling interest rates is due primarily to increases in transaction account balances and the fact that such balances already reflect significant interest rate reductions from December 31, 2007, reducing the amount available for future interest rate reductions.

35


ITEM 4. CONTROLS AND PROCEDURES

At the end of the period covered by this report, (the "Evaluation Date"), the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chairman and Chief Executive Officer and its Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15 of the Securities and Exchange Act of 1934 (the "Exchange Act"). Based on that evaluation, the Chairman and Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that as of the Evaluation Date, the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms. There were no changes in the Company's internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company provided a discussion as to any material pending litigation matters relating to the Company in Item 3 of Part I of its Annual Report on Form 10-K for the year ended December 31, 2007. For the six months ended June 30, 2008, there were no material developments with regard to previously reported matters and no other matters were reportable during the period, although there are certain legal proceedings pending against the Company and its subsidiaries in the ordinary course of business at June 30, 2008. Based on presently available information, the Company believes that any liabilities arising from these proceedings would not have a material adverse effect on the consolidated financial position of the Company.

ITEM 1A. RISK FACTORS

The Company provided a discussion of certain risks and uncertainties faced by the Company in its Annual Report on Form 10-K for the year ended December 31, 2007. However, these factors may not be the only risks or uncertainties the Company faces. Additional risks that the Company does not yet know of or that it currently thinks are immaterial may also impair its business operations.

Based on currently available information, the Company has not identified any new or material changes in the Company's risk factors as previously disclosed.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Discussions regarding the purchase of securities by the issuer commences on page *32 of this Form 10-Q.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

36


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 21, 2008, the Company held its 2008 Annual Meeting of Stockholders at which the Company's stockholders elected Directors to serve until the year 2011, ratified the Company's independent auditors, and approved an amended and restated Directors Stock Plan. The number of shares voted for each matter is set forth below in the table below.

Number of Shares Voted (1)

For

Against

Abstain

1) Election of Directors (1)(2)

John F. Chlebowski, Jr.

42,411,951

527,631

46,745

Thomas M. Garvin

42,130,912

766,904

88,513

John M. O'Meara

41,827,558

1,115,714

43,055

John E. (Jack) Rooney

42,497,515

448,082

40,730

Ellen A. Rudnick

41,722,267

1,217,492

46,569

2) Ratification of Independent Auditors (1)

42,469,620

334,277

182,431

3) Approval of Amended and Restated Directors Stock Plan (3)

32,577,595

2,622,123

787,049

(1)

Represents 88.4% of votable shares at March 28, 2008.

(2)

Each of the five directors received votes in favor of at least 97.1% of shares voted.

(3)

Represents 83.7% of shares voted.

 

 

ITEM 5. OTHER INFORMATION

None.

37


ITEM 6. EXHIBITS

Exhibit
Number

Description of Documents

Sequential
Page #

3.1

Restated Certificate of Incorporation is incorporated herein by reference to Exhibit 3 to the Quarterly Report on Form 10-Q dated March 31, 2002.

3.2

Restated Bylaws of the Company is incorporated herein by reference to Exhibit 3 to the Current Report on Form 8-K dated August 17, 2007.

11

Statement re: Computation of Per Share Earnings - The computation of basic and diluted earnings per share is included in Note 6 of the Company's Notes to Consolidated Financial Statements included in "ITEM 1. FINANCIAL STATEMENTS" of this document.

15

Acknowledgment of Independent Registered Public Accounting Firm.

31.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 (1)

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 (1)

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99

Report of Independent Registered Public Accounting Firm.

(1)

Furnished, not filed

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

First Midwest Bancorp, Inc.

 

/s/ PAUL F. CLEMENS

Paul F. Clemens
Executive Vice President, Chief Financial Officer, and Principal Accounting Officer*

Date: August 8, 2008

* Duly authorized to sign on behalf of the Registrant.

38